As filed with the Securities and Exchange
Commission on August 22, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCIENJOY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
| British Virgin Islands |
|
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(IRS Employer
Identification No.) |
|
RM 1118, 11th Floor, Building
3, No. 99 Wangzhou Rd., Liangzhu St.
Yuhang District, Hangzhou, Zhejiang Province, China |
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311113 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
| 2021 Equity Incentive Plan |
| (Full Title of the Plan) |
Cogency Global Inc.
122 East 42nd St., 18th
Floor
New York, NY 10168
(Name and address of agent for service)
Tel: 800-221-0102
(Telephone number, including area code, of agent
for service)
With copies to:
Richard I. Anslow, Esq.
Lijia Sanchez, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Phone: (212) 370-1300
Fax: (212) 370-7889
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Securities Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On May 21, 2021, Scienjoy
Holding Corporation (the “Registrant,” “we,” “us,” “our,” or similar terminology) filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8 (File No. 333-256373)
to register an aggregate of 3,000,000 Class A ordinary shares, no par value (the “Ordinary
Shares”), under the Registrant’s 2021 Equity Incentive Plan (the “Original Plan”). On July 19, 2025, the board
of directors of the Registrant (the “Board”) adopted resolutions by written consent to approve the Amendment No.1 to the 2021
Equity Incentive Plan (the “Amended Plan”) solely to (i) increase the number of Ordinary Shares available for issuance
under the Original Plan from 3,000,000 shares to 6,000,000 shares, effective as of July 19, 2025 and (ii) include an evergreen
provision that would increase, commencing on January 1, 2026, and continuing annually on each anniversary thereof through and including
January 1, 2035, equal to the lesser of (i) 3% of the Ordinary Shares outstanding on the last day of the immediately preceding calendar
year and (ii) such smaller number of Shares as determined by the Board or the Committee (as defined in the Original Plan).
This registration statement on Form S-8 (the “Registration Statement”)
is being filed principally to register an additional 3,000,000 Ordinary Shares issuable under the Amended Plan that may be offered or
sold to participants under the Amended Plan, either directly or upon exercise of options or other share-based awards granted under the
Amended Plan. Pursuant to General Instruction E to Form S-8, the contents of the registration statement on Form S-8 with respect to the
Original Plan filed with the Commission on May 21, 2021 (File No. 333-256373), including the information contained therein, are hereby
incorporated by reference in this Registration Statement, except to the extent specified herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registration Information and Employee Plan Annual Information.*
* The documents containing the information specified
in Item 1 and Item 2 of Part I of Form S-8 (Plan Information and Registration Information and Employee Plan Annual Information) will be
sent or given to recipients of the grants under the Plan as specified by Rule 428(b)(1) under the Securities Act. In accordance with the
rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or
oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence.
The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents
required to be delivered pursuant to Rule 428(b) of the Securities Act, and will include the address and telephone number to which the
request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Commission maintains a website that
contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission,
including the Registrant. The address for the Commission’s website is “http://www.sec.gov.” The following documents
filed by the Registrant with the Commission are incorporated herein by reference:
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(a) |
The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on April 22, 2025; |
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(b) |
The Registrant’s Reports on Form 6-K filed with the SEC on April 22, 2025, June 4, 2025 and July 15, 2025, respectively; and |
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(c) |
The description of the Registrant’s Ordinary Shares, incorporated by reference in the Registrant’s registration statement on Form 8-A filed (Registration No. 001-38799) with the Commission on February 5, 2019, and any amendment or report filed for the purpose of updating such description. |
Except to the extent such information is deemed
furnished and not filed pursuant to securities laws and regulations, all documents that we file with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act and, to the extent specifically designated therein, reports on Form 6-K furnished by the
Registrant to the Commission, in each case, subsequent to the date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement (that indicates that all securities offered under this Registration Statement have been sold
or that deregisters all securities then remaining unsold) shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents.
Any statement contained herein or in a document
all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Our Memorandum and Articles
of Association, as amended, the BVI Business Companies Act, (R.E. 2020) as amended, the Insolvency Act, 2003 of the British Virgin Islands,
each of which as amended, and the common law of British Virgin Islands allow us to indemnify our officers and directors from certain liabilities.
The Articles provide that we shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts
paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who: (a) is
or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative
or investigative, by reason of the fact that the person is or was a director of us; or (b) is or was, at the request of us, serving as
a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.
We will only indemnify the
individual in question if the relevant indemnitee acted honestly and in good faith with a view to our best interests and, in the case
of criminal proceedings, the indemnitee had no reasonable cause to believe that his conduct was unlawful.
The decision of our board
of directors as to whether an indemnitee acted honestly and in good faith and with a view to our best interests and as to whether such
indemnitee had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of
the Articles, unless a question of law is involved.
The termination of any proceedings
by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the
person did not act honestly and in good faith and with a view to our best interests or that the person had reasonable cause to believe
that his conduct was unlawful.
We may purchase and maintain
insurance in relation to any person who is or was a director, officer or liquidator of us, or who, at our request, is or was serving as
a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture,
trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not
we have or would have had the power to indemnify the person against the liability as provided in the Articles.
The indemnification provisions contained in the
director service agreement by and between us and each of our incumbent non-executive directors provide for a scope of indemnification
consistent with the scope described in the foregoing paragraphs in this section.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits listed on the accompanying Exhibit
Index are filed as a part of, or incorporated by reference into, this Registration Statement. (See Exhibit Index below).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration
Statement; to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to that information in the Registration Statement
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purposes
of determining liability under the Securities Act of, each filing of the Registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be in the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized
in Beijing, China, on August 22, 2025.
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Scienjoy Holding Corporation |
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By: |
/s/ Xiaowu He |
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Name: |
Xiaowu He |
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Title: |
Chief Executive Officer |
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Xiaowu He, as his true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to
this Registration Statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities
Act of 1933 as amended) and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, the following persons in the capacities and on the dates indicated
have signed this Registration Statement on Form S-8.
| Signature |
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Title |
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Date |
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| /s/ Xiaowu He |
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Chairman of the Board of Directors and Chief Executive Officer |
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August 22, 2025 |
| Xiaowu He |
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(Principal Executive Officer) |
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| /s/ Denny Tang |
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Chief Financial Officer |
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August 22, 2025 |
| Denny Tang |
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(Principal Financial and Accounting Officer) |
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| /s/ Bo Wan |
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Director and Chief Operating Officer |
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August 22, 2025 |
| Bo Wan |
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| /s/ Yongsheng Liu |
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Director and Vice Chairman of the Board of Directors |
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August 22, 2025 |
| Yongsheng Liu |
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| /s/ Hucheng Zhou |
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Director |
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August 22, 2025 |
| Hucheng Zhou |
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| /s/ Huifeng Chang |
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Director |
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August 22, 2025 |
| Huifeng Chang |
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| /s/ Jian Sun |
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Director |
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August 22, 2025 |
| Jian Sun |
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| /s/ Jun Lu |
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Director |
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August 22, 2025 |
| Jun Lu |
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AUTHORIZED
U.S. REPRESENTATIVE
Pursuant to the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Scienjoy Holding Corporation, has
signed this Registration Statement in New York, NY on August 22, 2025.
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Cogency Global Inc. |
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Senior Vice President |
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